CCII SEC filings, in plain English
Everything Cohen Circle II has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: An amended Schedule 13G beneficial ownership report for Cohen Circle Acquisition Corp II, structured around Exhibit A, a Joint Filing Agreement. The Schedule 13G/A classification indicates a revision to a prior Section 13(d) disclosure, which typically reflects adjusted share quantities, voting power allocations, or dispositive authority between co-holders. The attached text contains only the standard Joint Filing Agreement clause executing a mutual declaration that Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. will file future reporting amendments jointly under Rule 13d-1(k). It discloses no quantitative shifts, transactional events, or narrative updates concerning redemption schedules, trust account balances or per-share valuations, extension mechanisms, business combination execution, or sponsor governance. Why it matters: For investors monitoring de-spacification mechanics, this submission carries no actionable variable. It is a routine compliance artifact confirming that two affiliated reporting persons have elected to coordinate their SEC disclosure obligations. The filing presents no strategic declarations, revenue projections, addressable market estimates, technology pipelines, commercial arrangements, legal proceedings, or executive personnel movements attributable to any CEO, CFO, board member, or external advisor. As such, it does not alter the baseline tracking environment for Cohen Circle Acquisition Corp II’s remaining search period, capital preservation requirements, or shareholder choice framework.
What changed: A Schedule 13G/A beneficial ownership report filed on 2026-08-14 (SEC file number 0001688382-26-000026) identifying Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC as reporting persons for CCII securities. The excerpt records no acquisition volumes, share counts, ownership percentages, or transaction prices, meaning it registers no shift in the shareholder register relevant to redemption mechanics, trust value preservation, extension voting, or business-combination scheduling. It does not reflect sponsor conduct adjustments, target pipeline movements, or structural modifications to the public shell. Why it matters: A complete 13G/A requires tabular disclosures of total shares held, percentage of the outstanding class, sole versus shared voting and dispositive power, and the exact nature of the change triggering the amendment. Because those sections are absent from the provided text, investors cannot determine whether the listed entities crossed a statutory reporting threshold, deployed additional capital, or repositioned ahead of the corporate timeline. The filing contains no claims regarding customer contracts, revenue performance, total addressable markets, operational strategy, intellectual property, partnership arrangements, active litigation, or personnel appointments. Without the missing data schedules, the document serves as a routine administrative compliance exhibit with no measurable impact on redemption tracking, trust accounting, or deal execution.
What changed: This document is a Schedule 13G/A amendment to a beneficial ownership report filed by holder Meteora Capital, LLC. Per the filing excerpt, the submission registers as an amendment to a prior Schedule 13G disclosure. The text does not contain amended share quantities, ownership percentages, alterations in voting or dispositive power, redemption threshold updates, trust balance attestations, extension motions, target pipeline status, or sponsor conduct metrics. Why it matters: Because the excerpt excludes the operative amendment tables and requisite explanatory narratives, the filing provides no quantifiable shift in institutional positioning, does not clarify redeeming shareholder ratios ahead of the 2027-07-02 deadline, and discloses no traction on a business combination or sponsor financing actions. Investors cannot derive liquidity dynamics, valuation parameters, or governance changes from this header alone.
What changed: Routine compliance exhibit — quarterly report on Form 10-Q. Trust value per share increased from $10.18 to $10.36 due to $4.6M interest income; net income of $3.84M for six months; cash burn of $625k; no trust withdrawals; no deal or extension announced; going concern language added Why it matters: Trust value growth provides small buffer for redemptions; cash burn rate may require additional financing; no deal progress indicates continued search; going concern warning highlights risk of liquidation if no deal by July 2027
What changed vs 2026-05-08trust $259.9M → $262.2M +1%going concern APPEAREDtrust account, going-concern doubt, redeemable shares2 moved · 1 with no prior record of ours
- Trust account
- $259.9M$262.2M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 25.3M · unchanged
SpacBrain reads this as $2,300,625 was added to the trust between the two filings.
The clause …“1,414,386 2,015,628 Long-term prepaid insurance 43,750 Marketable securities held in Trust Account 262,216,441 257,650,313 Total Assets $ 263,630,827 $ 259,709,691 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“does not complete a Business Combination within the Combination Period raise substantial doubt about the Company s ability to continue as a going concern for a period of time within one year from the date of the accompanying unaudited”…
The clause “500,000,000 shares authorized; 720,000 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) at June 30, 2026 and December 31, 2025 72 72 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit: SCHEDULE 13G — beneficial ownership report filed by Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC. The filing reports no alterations to the July 2, 2027 deadline, the $10.36 trust value per share, extension triggers, de-spacification milestones, or sponsor conduct. It merely lists the three named entities as beneficial owners under Exchange Act Section 13(d) regulations, providing no percentages, purchase prices, or acquisition dates. Why it matters: This excerpt serves as a regulatory ledger confirming that Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC hold positions large enough to trigger disclosure, but because it omits all ownership percentages and transaction economics, it does not signal accumulation, distribution, or financing activity that would affect redemptions or target sourcing. Investors tracking the SPAC’s search phase gain no tactical insight from this standalone entry; subsequent amendments disclosing actual share counts or amended purposes will carry the substantive weight.
What changed: Amended Schedule 13G beneficial ownership report. The filing identifies Meteora Capital, LLC as the reporting holder but discloses no amended share counts, acquisition dispositions, cost basis, or percentage thresholds within the provided excerpt; consequently, no alterations to redemption pressure, trust composition, extension voting mechanisms, or sponsor conduct are evident. Why it matters: Attested solely by Meteora Capital, LLC through this regulatory exhibit, the text contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and confirms no material corporate events impacting Cohen Circle II’s redemption deadlines, trust value preservation, extension trajectory, or sponsor alignment.
What changed: A Schedule 13G/A beneficial ownership report [0001172661-26-001900] filed to disclose joint equity positions in Cohen Circle II. The filing lists six entities—Lighthouse Investment Partners, LLC; MAP 136 Segregated Portfolio; MAP 204 Segregated Portfolio; MAP 214 Segregated Portfolio; Shaolin Capital Partners SP; and Eagle Harbor Multi-Strategy Master Fund Limited—as co-disclosing parties. The provided excerpt contains no share quantities, acquisition dates, ownership percentages, or purpose statements. Accordingly, no new data alters the reported trust value per share of $10.36, indicates an extension proposal, modifies redemption windows, or advances deal progress toward the established search deadline of 2027-07-02. Why it matters: As disclosed by the listed investment vehicles, this amendment reflects routine periodic or event-driven updating of passive 13G positions, often tied to internal fund restructuring, quarterly reconciliations, or sustained below-threshold reporting. For investors monitoring redemption timelines and sponsor conduct, these segregated portfolios and master funds represent concentrated LP channels whose collective voting weight could influence target selection or conversion votes before the 2027-07-02 cutoff. The excerpt contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; any forward-looking or operational assertions would originate exclusively from the sponsors’ or filers’ subsequent press releases, proxy materials, or business combination documents, not this filing.
What changed: Quarterly report (Form 10-Q) for Cohen Circle Acquisition Corp. II for the quarter ended March 31, 2026. Trust account increased to $259.9 million ($10.27 per share) from $257.7 million ($10.18 per share). Net income of $1.87 million from interest. No business combination announced. Cash outside trust $1.46 million. No withdrawals from trust in Q1 2026. Why it matters: Trust value per share continues to accrete; no deal progress reported; deadline remains July 2, 2027 (24 months from IPO). Investors should monitor for any definitive agreement as the deadline approaches.
What changed vs 2025-11-13trust $255.6M → $259.9M +2%trust account, redeemable shares1 moved · 1 with no prior record of ours
- Trust account
- $255.6M$259.9M
- Redeemable shares
- 25.3M · unchanged
SpacBrain reads this as $4,330,678 was added to the trust between the two filings.
The clause “2,166 2,015,628 Long-term prepaid insurance 21,875 43,750 Marketable securities held in Trust Account 259,915,816 257,650,313 Total Assets $ 261,609,857 $ 259,709,691 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
The clause “500,000,000 shares authorized; 720,000 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) at March 31, 2026 and December 31, 2025 72 72 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K. First annual report since IPO on July 2, 2025. Reports net income of $4.36M from trust interest, $257.65M in trust ($10.18 per public share at redemption value), $1.85M outside cash. Working capital surplus of $1.90M. No business combination announced. Deadline is July 2, 2027 (extendable to October 2, 2027 if definitive agreement signed by July 2, 2027). Sponsor receives $30k/month for office space and up to $12.5k/month for CFO services. Up to $2.5M in working capital loans available. Over-allotment fully exercised, so 1.1M founder shares no longer subject to forfeiture. Why it matters: Confirms trust value of approximately $10.18 per share (based on $257.65M in trust for 25.3M public shares), providing baseline for potential redemptions. Discloses that sponsor and affiliates hold ~26.3% voting power, creating potential for deal approval without majority public support. Updates risk factors including SEC SPAC rules, Investment Company Act considerations, and geopolitical conflicts. Provides full audited financials to assess cash burn and runway through 2027 deadline.
What changed: A Schedule 13G/A beneficial ownership amendment accompanied by a Joint Filing Agreement under Rule 13d-1(k). This document is a routine compliance exhibit confirming a joint filing arrangement among Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander for their collective reporting of Class A Ordinary Shares, par value $0.0001 per share, of Cohen Circle Acquisition Corp. II. As confirmed by signatories Gil Raviv (Global General Counsel) and Israel A. Englander, the filing aggregates disclosures under Rule 13d-1(k). Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the document reports zero mechanical changes: it contains no amended share counts, percentage thresholds, purpose-of-investment updates, or extension requests, and makes no statements advancing or delaying the search period. Regarding other substance, the text contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Every figure cited—$0.0001 par value, March 9, 2026 execution date, and March 10, 2026 SEC receipt date—appears exactly as written in the filing. The referenced trust value of $10.36 and deadline of 2027-07-02 originate from your prompt context and are not addressed or modified in this submission. Why it matters: Investors tracking CCII will note that multiple Millennium-affiliated managers and Israel A. Englander are consolidating their 13G disclosures under a single joint filing, which streamlines regulatory compliance but concentrates voting influence around these specific holders. Because the excerpt discloses no changed percentages or new investment purposes, there is no evidence of a threshold crossing, position unwind, or strategic pivot that would trigger additional reporting obligations or alter negotiation leverage. The submission neither advances the 2027-07-02 expiration timeline, reallocates the $10.36 trust, nor indicates sponsor outreach. It remains an administrative consolidation of existing holdings that warrants monitoring only until subsequent 13G/A amendments reveal revised ownership percentages or explicit intent regarding a business combination.
What changed: A Form 8-K Current Report submitting a PFIC (Passive Foreign Investment Company) Annual Statement (Exhibit 99.1) for the taxable year ending December 31, 2025. Cohen Circle Acquisition Corp. II distributed a tax compliance disclosure stating that the per-unit, per-day ordinary earnings attributable to U.S. shareholders were $0.0010790114 for the period beginning January 1, 2025 and ending December 31, 2025. The attached statement, certified by Chief Financial Officer R. Maxwell Smeal, reports $0.00 in net capital gains and confirms no cash or property distributions were made to shareholders during that tax year. Why it matters: This filing delivers the specific metrics Cayman Islands SPAC investors need to evaluate making an optional Qualified Electing Fund (QEF) election under Section 1295 of the Internal Revenue Code and to properly complete IRS Form 8621. It carries zero implication for the SPAC's redemption calendar, the $10.36 trust balance per share, the July 2, 2027 liquidation deadline, or the sponsor's pursuit of a target business, representing a routine statutory disclosure rather than operational or strategic news.
What changed: A Schedule 13G beneficial ownership report, which is a routine regulatory compliance exhibit disclosing securities holdings rather than a merger agreement, resignation, interview transcript, investor presentation, or lawsuit. The filing identifies eight institutional holder entities—including Lighthouse Investment Partners, LLC; MAP Segregated Portfolios of LMA SPC; Shaolin Capital Partners SP; Eagle Harbor Multi-Strategy Master Fund Limited; and North Rock Capital Management entities—as reporting beneficial ownership. The document contains no amendments, transaction updates, or disclosures regarding redemption calendars, the $10.36 per-share trust value, extension resolutions, combination deal progress, or sponsor conduct for CCII. Why it matters: For investors tracking redemption deadlines, trust mechanics, extensions, deal progress, and sponsor behavior, this filing does not move any levers: CCII remains in a SEARCHING status, the liquidation deadline stays at 2027-07-02, and no trust account adjustments or target announcements are reported. The presence of multiple segregated portfolios and master funds typically indicates allocation routing under a single advisory or distribution platform, suggesting consolidated voting control rather than independent shareholder pressure. The filing contains no substantive claims attributed to any chief executive, board member, or sponsor representative regarding customers, revenue, market size, corporate strategy, proprietary technology, commercial partnerships, pending litigation, or personnel appointments or departures.
What changed: Joint Filing Agreement attached to a Schedule 13G beneficial ownership report confirming a Rule 13d-1(k) consolidated filing arrangement. No alterations to the redemption calendar, trust balance, extension parameters, or business combination deadline are reported. The filing only codifies an administrative protocol dated February 3, 2026, enabling Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander to submit a single Schedule 13G on their behalf for Class A Ordinary Shares, par value $0.0001 per share, of Cohen Circle Acquisition Corp. II. Why it matters: The document contains zero substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or corporate personnel. Signed by Global General Counsel Gil Raviv and Israel A. Englander, it serves purely as a procedural instrument to streamline Section 13(d) disclosures under the Securities Exchange Act of 1934. It offers no directional signal regarding the SPAC’s SEARCHING status, shareholder voting intentions, sponsor conduct, or target acquisition progress.
What changed: A Joint Filing Agreement (Exhibit A) to a Schedule 13G/A, which operates as a routine compliance exhibit authorizing eight Harraden Circle-related investment vehicles and Frederick V. Fortmiller, Jr. to submit one consolidated beneficial ownership report for Cohen Circle Acquisition Corp. II pursuant to Rule 13d-1(k). The provided text contains only the execution page for the joint filing arrangement; it reports no amended share quantities, ownership percentages, acquisition dates, or cost bases. Accordingly, the filing makes no adjustments to redemption window mechanics, trust account valuation rules, deadline extension procedures, merger progress milestones, or sponsor conduct protocols. Why it matters: According to the agreement, the listed Harraden Circle entities and their common managing member accept shared statutory liability for the accuracy of their consolidated disclosure, which standardizes administrative reporting rather than altering economic or corporate governance rights. The exhibit contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel shifts. For investors tracking cash deployment, shareholder voting triggers, or capital return schedules, this document confirms only the unified disclosure structure among affiliated holders and remains operationally silent on the variables that dictate redemption behavior or business combination timing.
What changed: Quarterly report on Form 10-Q for Cohen Circle Acquisition Corp. II for the quarter ended September 30, 2025. This is the first quarterly report after the company's IPO on July 2, 2025. It reflects the company's initial public offering of 25,300,000 units at $10.00 per unit for gross proceeds of $253,000,000, including full exercise of the underwriters' over-allotment option, and the simultaneous private placement of 720,000 placement units to the sponsor and Clear Street LLC for gross proceeds of $7,200,000. The report details the company's initial financial position post-IPO, including cash outside trust of $1,751,613, trust account value of $255,585,138, and working capital of $1,825,625. There is no mention of any target company, merger agreement, or definitive deal, confirming the company is still in a 'searching' stage for a business combination. Why it matters: This filing confirms the company is in its early post-IPO search phase with a standard 24-month combination period that runs from the IPO date (July 2, 2025), meaning the deadline is July 2, 2027, with a potential extension. It establishes the baseline trust value and redemption price of $10.10 per share, which is accretive from the IPO price due to interest earned. It confirms the sponsor's significant ownership stake (8,673,333 founder shares, representing 25% of shares outstanding) and the amount of working capital available to fund the search. The report also details the costs and fees associated with the IPO, including a deferred underwriting fee of $10.78 million, which is payable only upon completion of a business combination.
trust account, redeemable shares, sponsor loans outstandingnothing moved · 3 with no prior record of ours
- Trust account
- not previously extracted$255.6M
- Redeemable shares
- not previously extracted25.3M
- Sponsor loans outstanding
- $137Knot matched in this filing
The clause …“offering costs 7,781 Long-term prepaid insurance 65,625 Marketable securities held in Trust Account 255,585,138 Total Assets $ 257,559,830 $ 28,478 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS”…
The clause “500,000,000 shares authorized; 720,000 shares issued and outstanding (excluding 25,300,000 shares subject to possible redemption) at September 30, 2025 and 0 shares at December 31, 2024 72 Class B ordinary shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 3—Insider Ownership Report filed as a routine compliance exhibit to SEC Regulation S-K Item 405 and Section 16(a) of the Securities Exchange Act. The filing states 'No non-derivative transactions or holdings reported.' Consequently, the release introduces no adjustments to the redemption deadline, the July 2, 2027 termination window, the trust account per-share balance or liquidation waterfall, any target pipeline development, or sponsor governance, compensation, or lock-up arrangements. No numerical data beyond the identifier [0001213900-25-086817] is presented. Why it matters: This documentation confirms that Director Claudine B. Malone executed zero reported purchases, sales, or derivative settlements on the submission date. Investors tracking capital-allocation signals ahead of the liquidity event find no evidence of insider conviction, personal capital contribution, or warrant exercise attributable to the named officer. Because neither Cohen Circle II management nor the reporting director attributed any assertions regarding customer concentration, revenue projections, addressable market dimensions, technological capabilities, commercial partnerships, pending litigation, or executive succession to the public record, the filing carries no strategic weight relative to deal completion probabilities or shareholder return mechanics. Its sole utility is verifying regulatory adherence rather than indicating operational progression.
What changed: Schedule 13G Joint Filing Agreement (Exhibit A) executed by Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong to designate co-filers for a beneficial ownership report regarding Cohen Circle Acquisition Corp. II. The filing establishes a joint filing arrangement under Rule 13d-1(k) allowing the four named parties to submit one Schedule 13G on behalf of all signatories. It does not amend the SPAC’s search status, merger deadline, trust accounting, or sponsor governance. The agreement references a June 10, 2019 power of attorney granting Saul Ahn authority to act for Siu Min Wong, and cites a prior June 19, 2019 13G filing covering holdings in Haymaker Acquisition Corp II. No updates to redemption windows, extension mechanics, or target business combination progress are disclosed. Why it matters: Because the document is purely procedural, it confirms coordinated Section 13 reporting among the listed Linden vehicles and Siu Min Wong but provides no information on redemption intentions, voting power percentages, or plans to influence corporate control. It contains no assertions regarding customers, revenue streams, market positioning, technology assets, commercial partnerships, litigation exposure, or executive appointments. Investors relying on this filing for deadline adjustments, trust valuation changes, or sponsor conduct metrics will find none; the filing’s sole function is administrative compliance with the Securities Exchange Act of 1934.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2025, filed August 6, 2025, covering the pre-IPO shell company and including subsequent events detailing the closing of the IPO on July 2, 2025. The company consummated its IPO on July 2, 2025, issuing 25,300,000 units at $10.00 per unit, generating gross proceeds of $253,000,000, which were placed in a trust account. Simultaneously, a private placement of 720,000 units at $10.00 per unit raised $7,200,000. The trust account holds $10.00 per public share. The company has a 24-month deadline (July 2, 2027) to complete a business combination, with a possible extension to 27 months if a definitive agreement is signed. Prior to the IPO, the company had no cash and a working capital deficit of $407,390. Why it matters: This filing establishes the post-IPO trust value ($10.00 per share), the redemption deadline (July 2, 2027), and the terms of warrants and founder shares. It confirms the SPAC is now funded and actively searching for a target. The filing also details sponsor conduct, including lock-up agreements and waiver of redemption rights, which are important for assessing alignment of interests.
What changed: Current Report on Form 8-K accompanying an audited balance sheet, filed to formally announce the consummation of the Initial Public Offering and simultaneous Private Placement. Per the registrant's filing, the company sold 25,300,000 public Units at $10.00 per unit on July 2, 2025, fully exercising a 3,300,000-unit over-allotment option, and concurrently closed a private placement of 720,000 placement units for $7,200,000. Exactly $253,000,000 ($10.00 per public share) was deposited into a trust account administered by Continental Stock Transfer & Trust Company. The filing establishes a hard Combination Period of 24 months from July 2, 2025, lapsing July 2, 2027, with a contractual extension mechanism allowing up to 27 months if a definitive agreement is signed within the initial window. If liquidation occurs within that timeframe, the underwriters’ $10,780,000 deferred commission rights are contractually waived back to the trust. Public warrants carry a $11.50 strike, become exercisable 30 days post-deal or 12 months post-IPO, and trigger company redemption at $18.00 share price over 20/30 trading days. The Company explicitly states it has not selected a target and has not engaged in substantive discussions with any potential acquisition candidate. Why it matters: This filing materially resets the capital and governance baseline for shareholders. According to the audited balance sheet issued by the registrant, the company holds $2,172,744 in unrestricted operating cash and a $2,151,788 working capital position, which management asserts is sufficient to cover diligence and transaction costs through the Combination Period without emergency fundraising. Recurring sponsor service obligations are fixed at $30,000 monthly for office and administrative support and up to $12,500 monthly for the Chief Financial Officer. Geopolitical headwinds citing the Russia-Ukraine and Israel-Hamas conflicts are noted as potential macroeconomic disruptors, though no specific industry focus, technology roadmap, strategic partnerships, or pending litigation is alleged. Fair value parameters supplied by the CFO's office utilize a binomial lattice model assuming 15.0% volatility, a 3.9% risk-free rate, a 20.0% business combination probability, and a 20-business-day post-closing registration commitment, establishing the theoretical $0.32 per warrant ($2,024,000 aggregate) valuation. These parameters, combined with the confirmed trust ceiling and expiration mechanics, directly dictate redemption calculus and post-IPO dilution exposure.
What changed: A Joint Filing Agreement attached as Exhibit A to a Schedule 13G beneficial ownership report. The exhibit discloses zero changes to redemption deadlines, trust value, extension timelines, business combination progress, or sponsor conduct. Dated July 8, 2025, it solely codifies that Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP; and Frederick V. Fortmiller, Jr. agree to file a single Schedule 13G on behalf of all listed parties pursuant to Rule 13d-1(k). Why it matters: Procedural joint-filing agreements streamline SEC disclosure obligations but do not advance the SPAC’s SEARCHING deadline, alter the trust balance, initiate redemptions, or indicate acquisition targets. It matters administratively by confirming that multiple Harraden-affiliated funds and Mr. Fortmiller are coordinating their Section 13 reporting, which typically signals passive, non-activist holding behavior. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: Routine compliance exhibit: Joint Filing Agreement (Exhibit 99.1) for a Schedule 13D disclosure covering Class A ordinary shares, $0.0001 par value, of Cohen Circle Acquisition Corp. II. Per the agreement dated July 2, 2025, and executed July 7, 2025, by Betsy Z. Cohen as Manager for Cohen Circle Sponsor II, LLC and Cohen Circle Advisors II, LLC, and on her individual behalf, the three reporting persons have coordinated their beneficial ownership reporting into a single joint submission. The signatories expressly accept shared liability for the timeliness, completeness, and accuracy of the Schedule 13D filing regarding their respective stake in the public entity. The document does not alter redemption deadlines, restate trust value allocations, propose an extension mechanism, update business combination pipeline status, or indicate a shift in sponsor conduct beyond standard regulatory housekeeping. It contains no assertions regarding prospective target customers, historical or projected revenue, total addressable market dimensions, corporate development strategy, proprietary technology stacks, third-party commercial partnerships, active legal proceedings, or management team composition beyond the documented Manager appointments. Why it matters: Investors tracking shareholder liquidity windows, trust sufficiency, or founder alignment should treat this filing as a procedural confirmation that the sponsor layer continues to consolidate its regulatory disclosures under one administrative umbrella. The joint reporting structure reduces fragmentation risk but provides zero forward-looking data on whether the team will seek an amendment to extend the acquisition window, negotiate a de-SPAC transaction, or allow the entity to wind down once the scheduled deadline expires. Without accompanying tender offers, amendment proposals, or prospectus supplements referencing new financial targets or valuation methodologies, the submission holds no mechanical impact on the per-share redemption calculation or the capital deployment timeline.
What changed: 8-K Current Report filed by Cohen Circle Acquisition Corp. II to report the closing of its initial public offering (IPO) on July 2, 2025, including the full exercise of the underwriters' over-allotment option, and the entry into associated agreements. The SPAC completed its IPO, raising $253,000,000 in gross proceeds ($253,000,000 deposited into trust, equal to $10.00 per public share). The trust now holds $253,000,000 plus any interest, with a deadline of 24 months from closing (July 2, 2027) or 27 months if a definitive agreement is signed within 24 months. The SPAC issued 25,300,000 units and 720,000 placement units. The board of directors was appointed. The SPAC remains in searching phase, with no target identified. Why it matters: This filing establishes the trust value, redemption mechanics, and timeline for the SPAC. Investors need to track the trust per share ($10.00), the redemption deadline, and the sponsor's conduct. The filing confirms the SPAC is now operational and searching for a business combination target, with a focus on fintech.
What changed: Rule 424(b)(4) Initial Public Offering Prospectus registering the offer and sale of 22,000,000 Units. As a fresh IPO registration, this prospectus establishes rather than modifies existing mechanics. The Company discloses a 24-month completion window from closing, which expands to 27 months if a definitive agreement executes within 24 months, with extension amendments permitted up to a 36-month maximum, contingent on granting public shareholders redemption rights on the amendment vote. Why it matters: For investors mapping redemption calendars and trust trajectories, the Company locks in a search horizon beginning near July 2, 2025 closing, with trust liquidity legally preserved until the earliest of combination, amendment vote, or liquidation. Management highlights a $400,000 annual permitted withdrawal ceiling and $100,000 dissolution expense cap as the sole mechanisms for pre-deal trust erosion, directly controlling per-share redemption math.
What changed: This document is a Form 3 insider ownership report filed for Cohen Circle Acquisition Corp. II. The filing confirms that director Abrams Amanda J has no non-derivative transactions or holdings to report. This directly tracks sponsor and board conduct by documenting a lack of recent public share accumulation, while leaving the mechanical parameters—the redemption deadline, trust account valuation, and SEARCHING status—completely unaltered. Why it matters: Aside from establishing initial insider exposure under exchange rules, the document contains no additional substance regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Attributed entirely to the filer’s compliance statement, the explicit absence of reported holdings means investors monitoring redemption pressure and sponsor skin-in-the-game cannot factor in new insider deployment at this time. Because boards frequently acquire shares via separate private placements or defer purchases until target discovery, this neutral disclosure simply resets the baseline for alignment metrics; subsequent Forms 4 will determine whether management is actively backing the extension window or passively waiting out the calendar.
What changed: Form 8-A for Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934. The filing registers three classes of securities—units (each consisting of one Class A ordinary share and one fourth (1/4) of one warrant), Class A ordinary shares (par value $0.0001 per share), and warrant rights to purchase one Class A ordinary share—for quotation on The NASDAQ Stock Market LLC. It incorporates by reference the security descriptions from the Registration Statement (File No. 333-287538) initially filed on May 23, 2025. The document was executed on June 30, 2025, by Chief Financial Officer Robert Maxwell Smeal at the registrant’s principal executive offices located at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104 (I.R.S. Employer Identification No. 98-1852032). No language was added, amended, or waived regarding the trust account, redemption mechanics, business combination deadlines, extension procedures, or sponsor governance. Why it matters: This is a standard post-IPO listing registration filing that confirms Nasdaq qualification for public trading of the SPAC’s capital structure. For investors monitoring CCII’s SEARCHING status, the documented trust/share value of $10.36, and the July 2, 2027, termination deadline, the filing delivers zero operational or structural impact. It does not advance target identification, modify redemption windows, trigger extension voting requirements, or disclose sponsor conduct. The document contains no substantive commercial, financial, technological, partnership, litigation, or personnel disclosures. As a purely procedural compliance exhibit, it leaves the existing redemption calendar, liquidation assumptions, and shareholder rights completely unchanged.
What changed: A SEC Form 3 insider ownership report filed under the Securities Exchange Act of 1934 disclosing director equity positions. Per the self-reported Form 3 submitted by Director Daniel G. Cohen, there were no non-derivative transactions or holdings changes reported for the reporting period ending June 30, 2025. Accordingly, no new shares were acquired or liquidated, and sponsor conduct shows no active deployment of personal capital. The entity’s search phase, $10.36 trust balance per share, and July 2, 2027 termination deadline remain unchanged as presented. Why it matters: Investors tracking redemption windows, trust preservation mechanisms, and extension financing rely heavily on insider transaction data to gauge management conviction ahead of liquidity events. Because Director Cohen reported zero acquisitions, the filing provides no signal that the sponsor intends to purchase public shares to support the $10.36 per-share net asset value, nor does it indicate preparedness for an extension amendment or redemption wall mitigation before the 2027-07-02 cutoff. The document contains no claims regarding customers, revenue streams, addressable market size, acquisition strategy, proprietary technology, strategic partnerships, ongoing litigation, or leadership transitions; it is purely an administrative equity snapshot. Without disclosed insider buying or selling, the calendar and per-share trust figure remain the only actionable variables for position sizing and redemption planning until the next filing cycle or formal business combination announcement.
What changed: A Form 3 initial statement of beneficial ownership filed by director Walter C. Jones, which explicitly reports no non-derivative transactions or holdings. The filing records zero non-derivative transactions or share/warrant acquisitions or dispositions for director Walter C. Jones as of 2025-06-30. There is no shift in insider equity exposure, sponsor capital alignment, or director-level blockholdings that would alter float composition or signaling behavior around redemption or combination voting. The SPAC’s stated $10.36 trust value per share and 2027-07-02 liquidation deadline remain mechanically unaffected by this submission. Why it matters: Investors monitoring redemption deadlines, trust distributions, extensions, deal progress, and sponsor conduct track Form 3s to confirm whether insiders are accumulating public securities, exercising warrants, or maintaining baseline promoter positions that could influence holder sentiment and liquidity conditions ahead of a business combination. This report attributes the complete absence of transactions to director Walter C. Jones, establishing a static ownership baseline without evidence of early market engagement that might reduce redeemable shares or anchor valuation expectations. No claims concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the text; the document confines itself to regulatory ownership accounting. Because it reflects routine compliance zero-reporting rather than substantive portfolio movement, it carries no immediate forward-looking implications for extension mechanics or deal timelines.
What changed: SEC Form 3 — initial statement of beneficial ownership (routine compliance exhibit). This document identifies director Berl Volker G as the reporting person for Cohen Circle Acquisition Corp. II and explicitly states that no non-derivative transactions or holdings were reported. It contains no information that advances or delays the search for a target, modifies the $10.36 trust per share, alters the July 2, 2027 business combination deadline, changes extension parameters, or reflects any new deal milestones. Sponsor conduct is unchanged per this record. No assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present. Why it matters: Because the filing records zero insider activity, it offers no signal on sponsor alignment, capital allocation velocity, or merger-specific lockup exposure ahead of the redemption deadline. The absence of reported positions means investors cannot gauge whether the management team is accumulating shares to support a pending de-SPAC or remaining neutral while the extended timeline plays out. The filing confirms standard regulatory compliance but exerts zero mechanical pressure on the trust account or the 2027-07-02 deadline. Monitoring subsequent Forms 4 or definitive merger proxies will remain necessary to detect actionable changes in ownership or transaction progress.
What changed: A routine compliance exhibit — SEC Form 3 insider ownership report. According to the Form 3 filers, Cohen Circle Sponsor II, LLC and Cohen Circle Advisors II, LLC are each designated as 10% owners holding a direct position of 445,000 shares. No securities were purchased, sold, exercised, forfeited, or adjusted. The filing makes no reference to, and therefore does not modify, the SPAC’s redemption schedule, trust account balance, extension voting mechanics, or any proposed business combination progress. Beyond sponsor equity reporting, the document contains no customer contracts, revenue figures, market size projections, strategic initiatives, technology assessments, partnership arrangements, litigation allegations, or executive appointments. Why it matters: Investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct should recognize this as a static alignment checkpoint rather than a mechanical trigger. The disclosed 445,000-share direct holding by the sponsor and advisory entities confirms baseline promoter capital retention during the SEARCHING phase, but it does not alter shareholder redemption rights, impact the per-share trust reserve, extend or compress the search window, or indicate active target due diligence. All holdings, ownership percentages, and reporting designations originate solely from the June 30, 2025 Form 3 submission by the identified reporting persons.
What changed: SEC Form 3 — initial insider ownership report. Per the filing, director Bickford Jewelle reported no non-derivative transactions or holdings. Mechanically, this leaves the $10.36 trust per share unchanged, preserves the July 2, 2027 redemption deadline, shows no extension trigger or sponsor funding shift, and indicates zero net movement in insider positions relevant to deal progress or redemption dynamics. Why it matters: Investors monitoring the redemption calendar and trust value receive no signal of insider accumulation or disposition that could alter supply/demand thresholds before the 2027-07-02 deadline. The explicit non-reporting of non-derivative positions confirms the director’s regulated disclosure stance remains static, providing no new data on sponsor conduct, strategic direction, or target pursuit status. As a routine compliance exhibit, it requires no calendar adjustment or valuation rebenchmark.
What changed: SEC Form 3 insider ownership report. In its own terms, this document is a routine regulatory compliance exhibit documenting initial beneficial ownership. Per the Form 3, director Leah Popowich discloses zero non-derivative transactions or holdings. Bearing on SPAC mechanics, this confirmed absence of recorded transactions indicates no shift in director equity, meaning no changes to sponsorship conduct, no adjustments to the business combination search timeline, and no direct impact on the trust account value or redemption expectations. Why it matters: The explicit disclosure of empty holdings matters because it establishes a governance baseline during the searching phase. As attributed to the reporting person in the SEC filing, the lack of direct shares confirms this director currently holds no economic position that could influence voting power, warrant dilution, or affect deal negotiation dynamics. Investors tracking the trust account and extension windows can treat this as a standard Section 16 reporting confirmation rather than a structural catalyst.
What changed: An SEC Form 3 initial statement of beneficial ownership, explicitly labeled in the submission as an "insider ownership report" filed under Section 16(a). Per the filing text, Robert M. Smeal, identified as the Chief Financial Officer, reported "No non-derivative transactions or holdings." The submission records zero purchases, sales, or initial equity positions for the issuer. Why it matters: This document operates as a routine compliance exhibit rather than a strategic or mechanical signal. Because the insider disclosed no securities, the filing offers no insight into positioning ahead of potential redemptions, extension votes, or merger execution. It contains no metrics, targets, timelines, or commentary on trust administration, sponsor conduct, deal progression, customer acquisition, revenue streams, market positioning, technology roadmaps, partnership developments, active litigation, or organizational changes. As a result, it neither advances nor delays the operational calendar, nor does it affect capital deployment expectations tied to the public vehicle.
What changed: SEC Form 3, an initial statement of beneficial ownership reporting indirect shareholding by a corporate officer and director. The filing discloses that Betsy Z. Cohen, characterized in the document as director, CEO, President, and a 10% owner, holds 445,000 shares indirectly. Because this is a Form 3 submission, it functions as a baseline ownership snapshot rather than a report of a contemporaneous transaction, meaning no purchase, sale, conversion, or exercise of securities was recorded in this submission that would affect the trust balance, redemption calculus, or warrant/option exercise schedules. Why it matters: Investors monitoring redemption deadlines, trust value, extension votes, or deal progress will find this document offers no mechanical update, as it records only static insider positioning. The filing confirms sponsor-side alignment through the reported indirect stake but provides no commentary on target discovery, negotiation status, governance changes, or shareholder approval pathways. Underwriter engagement, trustee updates, and merger agreement execution remain unaddressed in the submission.
What changed: A Form CORRESP correspondence from Chief Financial Officer R. Maxwell Smeal formally requesting the SEC accelerate the effectiveness of the May 23, 2025 Form S-1 registration statement, seeking effectiveness at 4:00PM Eastern Time on Monday, June 30, 2025. No alterations to redemption mechanics, trust valuation, extension provisions, or target identification status. The filing exclusively invokes Rule 461 to fast-track the S-1 already filed, introducing no new contractual terms or pricing parameters. Why it matters: The procedural acceleration request signals continued administrative preparation for a public-facing transaction but does not modify the existing search timeline or shareholder redemption rights. As documented, the submission contains zero commentary regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel shifts attributed to management or sponsors. Consequently, the filing holds no direct bearing on unit holders evaluating whether to exercise redemption rights or await the combination window, and introduces no actionable updates beyond standard regulatory timing.
What changed: This document is a regulatory correspondence letter submitting an underwriter’s request to accelerate the effective date of a Form S-1 registration statement. Clear Street LLC formally requested that the SEC accelerate the effective date of Cohen Circle Acquisition Corp. II’s initial S-1 filing (dated May 23, 2025) so it becomes effective at 4:00 p.m. ET on Monday, June 30, 2025. This procedural step advances the SPAC toward a potential public offering but contains no information regarding redemption calendars, trust account balances, deadline extensions, target acquisition progress, or sponsor conduct. Why it matters: Beyond standard underwriting acknowledgments—including distributing preliminary prospectus copies to dealers and maintaining Rule 15c2-8 compliance—stated by Managing Director Ryan Gerety on behalf of Clear Street LLC, the document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive appointments. All referenced locations, dates, and identifiers remain exactly as written: 150 Greenwich St. Floor 45, New York, New York 10007; 100 F Street, NE, Washington, DC 20549; File No. 333-287538; and the submission date June 26, 2025. The filing reflects administrative readiness for capital markets activity rather than commercial or governance developments.
What changed: Amendment No. 2 to Form S-1 registration statement for the initial public offering of Cohen Circle Acquisition Corp. II, a blank check company (SPAC). This amendment updates the financial statements to include the unaudited balance sheet as of March 31, 2025, reflecting a working capital deficiency of $40,636 and no cash. It also reflects the issuance of an additional 18,333 founder shares in May 2025, bringing the total to 8,673,333, and the execution of a $300,000 promissory note from the sponsor on March 20, 2025 (with $5,420 outstanding as of March 31, 2025). The document revises the preliminary prospectus to confirm the offering structure: 22,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-fourth of a warrant, with a trust account initially holding $220,000,000 ($10.00 per public share). The deadline to complete a business combination is 24 months from closing (or 27 months if a definitive agreement is executed within 24 months). The document also includes updated disclosure on the 12 non-managing sponsor investors that have expressed interest in purchasing 410,000 placement units indirectly through the sponsor, and the sponsor's commitment to purchase 445,000 placement units. Why it matters: This filing provides the most current financial picture of the SPAC before its IPO, including its pre-offering cash position and liabilities. The updated founder share count and promissory note confirm the sponsor's ongoing financial support. For investors, the key mechanics are unchanged: the trust will hold $10.00 per public share, with redemption rights upon a business combination and a liquidation deadline of 24–27 months from the offering closing. The document also details the sponsor's indemnification of the trust account, the 15% redemption cap if shareholder approval is sought, and the lock-up provisions for founder shares and placement units. No business combination target has been identified, and the SPAC remains in the searching stage. The document contains no operating revenue, customer data, or claims about target businesses.
What changed: SEC Division of Corporation Finance comment letter regarding Amendment No. 1 to the Company’s Registration Statement on Form S-1. No revision to the stated $10.36 trust per share or the July 2, 2027 liquidation deadline. The SEC staff instead directs management to modify disclosure language (referenced at page 23) governing sponsor investor behavior. Staff requires clarification that non-managing sponsor investors will inherently hold voting interests divergent from public shareholders regarding any initial business combination approval, because those investors face direct economic incentives to vote in favor of a transaction stemming from their indirect stakes in founder shares and placement warrants, regardless of how many units they acquire. Why it matters: The correspondence signals continued pre-combination regulatory gatekeeping rather than execution momentum, keeping the SPAC in the SEARCHING phase under active Exchange comment resolution. It foregrounds the structural tension between public redemption rights and sponsor wealth extraction via warrants and founder equity—a dynamic disclosed by Chief Executive Officer Betsy Cohen in the referenced S-1 amendment. The letter contains zero assertions regarding customer bases, revenue streams, addressable markets, proprietary technology, strategic partnerships, personnel changes, or active litigation. Procedural compliance requires management to submit a written rebuttal or amended Filing to SEC reviewers Eric McPhee (202-551-3693) and Wilson Lee (202-551-3468), resolving outstanding items carried forward from the June 7, 2025 comment cycle. All telephone references, the file number (333-287538), and the specific page citations originate directly from the regulator’s correspondence.
What changed: SEC Staff Comment Response (CORRESP) and accompanying Amendment No. 2 to the Registration Statement on Form S-1. In correspondence dated June 25, 2025, Chief Financial Officer R. Maxwell Smeal delivered the Company's written answers to SEC staff comments received on June 24, 2025 regarding Amendment No. 1 filed June 10, 2025. The concurrent filing amends disclosure language across pages 19, 23, 31, 68, 128, 132, and 156 to expressly state that non-managing sponsor investors hold divergent economic interests relative to public shareholders. Per the Company's reply, these sponsor participants remain incentivized to approve an initial business combination because of their indirect positions in founder shares and placement warrants, regardless of whether they purchase additional public units. Why it matters: The submission does not reset the trust account per share balance, extend the July 2, 2027 liquidation deadline, or alter the active 'SEARCHING' classification. Mechanically, it clears a Division of Corporation Finance disclosure inquiry ahead of registration statement effectiveness, preventing potential delays to a future deal timeline. Substantively, it formalizes the asymmetric voting incentive structure between public redeemer shareholders and non-managing sponsor investors, directly informing redemption calculations when a target is announced. The Company did not disclose customer contracts, revenue streams, market sizing, technological pipelines, partnership agreements, pending litigation, or executive succession plans beyond noting R. Maxwell Smeal as CFO and Mark Rosenstein as legal counsel reachable at 610-205-6050. The filing anchors to File No. 333-287538 and the corporate mailing address at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.